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EXHIBIT 4.5
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS WARRANT NOR SUCH SECURITIES
MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS RF MICRO DEVICES, INC.
RECEIVES AN OPINION OF COUNSEL, WHICH MAY BE HOLDER'S IN-HOUSE COUNSEL,
REASONABLY ACCEPTABLE TO IT THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT NO. 3
RF MICRO DEVICES, INC.
A North Carolina Corporation
(Void after 5:00 p.m.,
Washington D.C. Time, on December 31, 1998)
THIS CERTIFIES THAT, for value received, TRW Inc. (the "Holder")
is entitled at any time before 5:00 p.m. Washington D.C. time on December
31, 1998 (the "Expiration Time") to purchase up to 1,111,111 (one million, one
hundred eleven thousand one hundred eleven) RFMD Shares (as defined in that
certain Subordinated Convertible Promissory Note (the "Convertible Note")
issued by the Company to the Holder of even date herewith), less that number
of shares, if any, that have been acquired by Holder pursuant to the
conversion of the Convertible Note at the time of exercise of this Warrant,
at the price of $9.00 per RFMD Share, subject to adjustment as provided in
paragraph 4 of this Warrant (that price, as it may be adjusted from time to
time, being referred to as the "Warrant Price").
1. To exercise this Warrant, this Warrant must be surrendered
prior to the Expiration Time at the office of the Company at 0000-X Xxxx
Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (or such other address as
the Company may specify in writing to the Holder of this Warrant at least
ten days before this Warrant is exercised) with the attached Notice of
Exercise duly completed and executed, accompanied by evidence of a wire
transfer of immediately available funds to the Company's money market account
#________ with Silicon Valley Bank, Santa Clara, California, ABA Routing
#________ (or such other account as the Company may specify in writing to
the Holder of this Warrant at least ten days before this Warrant is
exercised) in full payment of the purchase price of the RFMD Shares with
respect to which this Warrant is exercised. This Warrant may be exercised in
whole or in part as to any whole number of shares. If this Warrant is
exercised in part, upon surrender of this Warrant for exercise, the Company
will issue to the Holder a new Warrant to purchase the remaining number of
RFMD Shares which may be purchased upon exercise of this Warrant (before
taking account of adjustments by reason of paragraphs 4, 5, and 6) and the
number of RFMD Shares with respect to which it is exercised (before taking
account of adjustments by reason of paragraphs 4, 5, and 6). The new Warrant
will bear the same date as this Warrant and will be identical to this
Warrant in all respects, except as to the number of RFMD Shares as to which
it may be exercised.
2. The RFMD Shares as to which this Warrant is exercised will be
deemed to be issued when this Warrant is exercised. Holder agrees that prior
to the exercise of this Warrant, it will comply with the provisions of the
Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR
Act") as in effect from time to time. If action is taken by the Federal
Trade Commission or the United States Department of Justice to enjoin Holder's
exercise of this Warrant, the Company agrees reasonably to cooperate with
Holder to contest such enjoinment at the expense of this Holder. A
certificate representing the RFMD Shares will be issued to the Holder of
this Warrant promptly after it is exercised. The certificate may bear a
legend to the effect that the shares it represents have not been registered
under the Securities Act of 1933, as amended (the "Act"), or any applicable
state securities laws, and may only be transferred in a transaction registered
under the Act or such laws or exempt from the registration requirements of
the Act or such laws. In addition, any other legend required by any other
agreement
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between the Company and Holder may be included on the certificate or
certificates for such shares.
3. This Warrant will expire, and the right to purchase the RFMD
Shares by exercise of this Warrant will terminate, at the Expiration Time;
provided, however, that if Holder has complied with the filing provisions of
the HSR Act at least thirty days prior to the Expiration Time, but the waiting
period imposed by the HSR Act has not terminated or lapsed, then the
Expiration Time will be extended until ten days after such termination or
lapse. After that time this Warrant will be void.
4. The Warrant Price will be subject to adjustment from time to
time as follows:
(a) If the RFMD Shares issuable upon exercise hereof are
New Preferred Shares (as defined in the Convertible Note), and if, prior
to such time that this Warrant has been fully exercised, the Company (i)
pays a dividend on its Common Stock in Common Stock, (ii) splits or
subdivides its outstanding shares of Common Stock, or (iii) combines its
outstanding shares of Common Stock into a smaller number of shares, the
Warrant Price in effect immediately prior to each of those events will be
adjusted, and the number of shares into which this Warrant is exercisable
will be adjusted, proportionately to reflect such event; provided,
however, that such proportionate adjustment may instead be made pursuant
to the terms of the New Preferred Shares to be issued upon exercise of this
Warrant.
(b) If the RFMD Shares issuable upon exercise hereof are
shares of common stock, as defined in paragraph 4 below, and if the Company
(i) pays a dividend on its Common Stock in Common Stock, (ii) splits or
subdivides its outstanding shares of Common Stock, or (iii) combines its
outstanding shares of Common Stock into a smaller number of shares, the
Warrant Price in effect immediately prior to each of those events will be
adjusted proportionately so that the adjusted Warrant Price will bear the
same relation to the Warrant Price in effect immediately prior to the event
as the total number of shares of Common Stock outstanding immediately prior
to the event will bear to the total number of shares of Common Stock
outstanding immediately after the event.
(c) An adjustment made pursuant to subparagraph (a) or (b)
of this paragraph will become effective immediately after the corresponding
record date in the case of a dividend and immediately after the effective
date in the case of a subdivision or combination.
No adjustment of the Warrant Price will be made if the amount of
such adjustment would be less than 2% of the Warrant Price, but any such
adjustment that would otherwise be required to be made and has not previously
been made will be carried forward and be made at the time of and together
with the next subsequent adjustment which, together with all adjustments so
carried forward, amount in the aggregate to 2% or more of the Warrant Price.
As used in this paragraph, "Common Stock" includes any class of the
Company's capital stock, now or hereafter authorized, having the right to
participate in the distribution of either earnings or assets of the
Company without limitation as to amount or percentage. At no time will the
Warrant Price be less than $.01 per share.
5. Upon each adjustment of the Warrant Price pursuant to
paragraph 4, the number of New Preferred Shares or shares of Common Stock, as
the case may be, purchasable upon exercise of this Warrant will be adjusted
so that the number of New Preferred Shares or shares of Common Stock, as the
case may be, which would be issued if this Warrant were exercised in full (at
such adjusted Warrant Price) would be the number of shares obtained by
multiplying the number of New Preferred Shares or shares of Common Stock, as
the case may be, purchasable by exercise of this Warrant in full immediately
prior to the adjustment by the Warrant Price in effect prior to the
adjustment and dividing the product so obtained by the new Warrant Price, but
upon any exercise of this Warrant, the number of Shares to be issued will be
the nearest number of whole Shares.
6. In case of a distribution to all holders of the Company's
Common Stock of shares of its capital stock (other than Common Stock) or
evidences of its indebtedness or assets, or a capital reorganization of the
Company, a reclassification of the Common Stock, a consolidation of the
Company with or merger of the Company into another corporation or entity
(other than a consolidation or merger in which the Company is the continuing
entity) or a sale of the properties and assets of the Company as, or
substantially as, an entirety and distribution of the proceeds of sale, after
such distribution, capital reorganization, reclassification, consolidation,
merger or sale, on
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exercise of this Warrant the Holder will receive the number of shares of stock
or other securities or property which the Holder would have received if this
Warrant had been exercised immediately before the first such corporate event
and the Holder had retained what it would have received as a result of each
such corporate event. The split or subdivision or combination of shares of
Common Stock at any time outstanding into a greater or lesser number of shares
of Common Stock will not be deemed to be a reclassification of the Common
Stock of the Company for the purposes of this paragraph. The Company will not
effect any consolidation or merger unless prior to or simultaneously with
its consummation the successor entity (if other than the Company) resulting
from the consolidation agrees in writing to deliver to the Holder of this
Warrant on exercise of this Warrant the shares of stock or other securities
or property to which the Holder becomes entitled because of that exercise.
7. Whenever the Warrant Price is adjusted as provided in
this Warrant, the Company will compute the adjusted Warrant Price and the
number of RFMD Shares or other assets the Holder would receive on exercise
of this Warrant in full and will provide a notice to the Holder within thirty
(30) days of the date of such adjustment stating that the Warrant Price has
been adjusted and setting forth the adjusted Warrant Price and what the Holder
would receive upon exercise of this Warrant in full. The Company will also
provide a notice to the Holder describing any event that would trigger an
adjustment in the Warrant Price in the absence of the last paragraph of
paragraph 4. Such notice will be given within thirty (30) days of the
effective date of such event.
8. The Company will at all times keep a sufficient number of
authorized but unissued RFMD Shares to permit exercise in full of this
Warrant. The Company represents and warrants that all RFMD Shares which
are delivered on exercise of this Warrant (and payment of the Warrant Price
therefor) will, upon delivery, be duly issued, fully paid and non-assessable.
9. The Holder will not, by reason of holding this Warrant, have
any right to vote, to receive dividends or other distributions, or any other
rights of a shareholder, with regard to the RFMD Shares.
10. The Holder may not assign this Warrant or any of the
Holder's rights under it, except (i) to a corporation controlling,
controlled by or under common control with the Holder or (ii) by merger or
other operation of law, and any transfer or attempted transfer of this Warrant
will be of no force or effect.
11. Any notices or other communications to the holder of this
Warrant will be addressed to TRW Inc., Space & Electronics Group, Xxx Xxxxx
Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attention: Vice President, Finance,
Electronic Systems & Technology Division, with a copy to TRW Inc., 0000
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxx 00000, Attention: Secretary, or to such other
address as the Holder may specify in writing to the Company.
12. This Warrant will be governed by, and construed under, the
laws of the State of North Carolina.
13. This Warrant may not be modified without the written consent
of the Company.
Dated: June 6, 1996 RF MICRO DEVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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President and CEO
